Donal Mulligan
TENNANTAbout Donal L. Mulligan
Donal L. Mulligan (age 64) is an independent director of Tennant Company, serving on the Board since 2009 and as independent Chair of the Board since April 2023. He chairs the Executive Committee and serves on the Audit and Governance Committees, and is designated by the Board as an SEC “audit committee financial expert.” Mulligan is the former EVP & CFO of General Mills (2007–Feb 2020) and Senior Advisor to its CEO (Feb–Jun 2020), with prior senior finance roles at The Pillsbury Company and international finance leadership at PepsiCo and YUM! Brands, bringing deep expertise in financial controls, compliance, risk, M&A integration, and branded product commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | EVP & CFO | 2007–Feb 2020 | Led enterprise finance, controls, compliance, ERM; branded product commercialization expertise |
| General Mills, Inc. | Senior Advisor to CEO | Feb 2020–Jun 2020 | Supported transition and strategic oversight |
| General Mills, Inc. | Various VP Finance roles (International; Operations & Technology; Treasurer) | 2001–2007 | International finance, operations/technology finance, treasury leadership |
| The Pillsbury Company | CFO, International | 1999–2001 | International CFO; cross-border finance oversight |
| PepsiCo Inc. & YUM! Brands, Inc. | Regional CFO Americas; Finance Director Asia; Finance Director Canada | 1987–1998 | Multigeography finance leadership; global operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Herbalife Ltd. | Director | 2021–present | U.S.-listed public company board service |
| Energizer Holdings, Inc. | Director | 2021–present | U.S.-listed public company board service |
Board Governance
- Independence: The Board determined Mulligan is independent under NYSE and SEC criteria; only ordinary-course commercial transactions exist with companies employing certain directors, considered in independence determinations .
- Leadership: Independent Chair since April 2023; sets/approves board agendas, ensures information flow, leads executive sessions, and presides over the Executive Committee of independent directors .
- Committees: Audit (member, and designated audit committee financial expert), Governance (member), Executive (Chair). Audit Committee met 5 times in 2024; Executive Committee met 4 times (at each Board meeting’s start/end); Governance Committee met 4 times including ESG oversight .
- Attendance: Board met 4 times in 2024; all directors attended 100% of Board and committee meetings, and all attended the 2024 Annual Meeting .
- Director commitments policy: Non-CEO directors limited to four public company boards; CEO directors limited to two; advance notice required before accepting new boards .
Fixed Compensation
| Component | 2024–2025 Board Year | 2025–2026 Board Year (effective Apr 29, 2025) |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | $80,000 |
| Chair of the Board Cash Retainer | $75,000 | $100,000 |
| Audit Committee Member Retainer | $15,000 | $15,000 |
| Governance Committee Member Retainer | $5,000 | $5,000 |
| Executive Committee Chair Retainer | Not specified | Not specified |
| Cash Fees Earned (Mulligan, FY2024) | $170,000 | — |
| Director RSU Annual Grant Value | $115,000 (one-year vest) | $130,000 (one-year vest) |
| Stock Awards Recognized (Mulligan, FY2024) | $114,972 | — |
| Total FY2024 Compensation (Mulligan) | $284,972 | — |
- Non-employee directors may elect to defer retainers under the Non-Qualified Deferred Compensation Plan; RSUs vest one year from grant and settle in shares; dividend equivalents accrue and are paid in cash upon settlement .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; equity is time-based.
| Item | Structure | Vesting/Measurement |
|---|---|---|
| Annual RSU grant | Fixed grant value ($115,000; rising to $130,000 for 2025–2026) determined by dividing grant value by closing price on the trading day prior to grant | Vests 1 year from grant; dividend equivalents accrue; settlement in common shares; deferral elections permitted |
| Legacy restricted shares (pre-2018) | Granted to directors before the 2018 Board Year | Vest upon termination of service on the Board |
| Stock options (pre-2018) | Legacy director options | Previously vested pro rata over 3 years from grant; no current director option grants |
Other Directorships & Interlocks
| Company | Relationship to TNC | Interlocks/Transactions |
|---|---|---|
| Herbalife Ltd. | Consumer nutrition; unrelated to industrial cleaning equipment | No related-party transactions disclosed; Board independence affirmed |
| Energizer Holdings, Inc. | Consumer batteries and lighting; unrelated to TNC’s core operations | No related-party transactions disclosed; Board independence affirmed |
- Related-Person Transaction Policy requires Board pre-approval and sets materiality and fairness criteria; transactions under $120,000 are exempt; no specific related-party transactions involving Mulligan are disclosed .
Expertise & Qualifications
- Financial leadership: Former EVP & CFO at General Mills; CFO International at Pillsbury; designated audit committee financial expert by the Board .
- Risk, compliance, and M&A: Extensive experience in ERM, acquisitions/integrations, financial controls/compliance; relevant to TNC’s strategic oversight .
- Global operations and branding: Decades of international finance leadership at PepsiCo/YUM! and consumer-brand commercialization know-how .
Equity Ownership
| Category | Quantity | Notes |
|---|---|---|
| Beneficially owned shares (incl. options exercisable within 60 days) | 24,340 | <1% of shares outstanding; includes 6,552 options exercisable within 60 days |
| Restricted shares (legacy) | 7,262 | Vest upon termination of Board service |
| Restricted Stock Units (outstanding) | 1,073 | One-year vest from grant; dividend equivalents accrue |
| Deferred Stock Units | 2,800 | Reflects vested RSU deferrals |
| Stock options (legacy) | 6,552 | Director options granted pre-2018; previously vested pro rata over three years |
- Stock ownership goal: Directors must hold stock equal to 5× annual cash retainer; “Directors who have served on the Board for five years or more have achieved their goals.” Mulligan has served since 2009 (implying compliance under company disclosure) .
- Hedging/pledging: Prohibited for directors, officers, and designated employees under insider trading policy; reinforces alignment with shareholders .
Governance Assessment
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Strengths:
- Independent Chair with 100% Board/committee meeting attendance in 2024; Executive sessions at each regular meeting; strong independent oversight structure .
- Audit committee financial expert; deep CFO background supporting rigorous financial oversight and risk management .
- Robust policies: Majority voting with resignation policy, clawback frameworks, prohibitions on hedging/pledging, stock ownership goals, and director commitments limits .
- Compensation governance: Independent consultant (Pearl Meyer) deemed conflict-free; say-on-pay support ~95% in 2024; annual compensation risk review .
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Potential conflicts/risks:
- Multiple external public boards (Herbalife, Energizer) but within TNC’s director limit of four boards; no related-party transactions disclosed; independence affirmed by the Board .
- No Section 16(a) delinquencies reported for 2024, indicating sound compliance .
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Signals for investors:
- Elevation of Chair retainer from $75,000 to $100,000 and RSU grant from $115,000 to $130,000 effective April 29, 2025 reflects market benchmarking and increased governance responsibilities; equity retains time-based vesting, maintaining alignment without incentivizing short-term risk .
- Executive Committee oversight under independent Chair enhances succession planning and strategic risk oversight cadence .